Potential acquisition: Certain Ulster Bank Assets

This announcement contains inside information under Article 17 of Regulation (EU) 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain

Statement by Permanent TSB Group Holdings plc

23 July 2021

Memorandum of Understanding signed between Permanent TSB plc, NatWest Group plc and Ulster Bank Ireland DAC 

Potential Transaction envisages Permanent TSB acquiring c. €7.6 billion of assets from Ulster Bank.

Permanent TSB Group Holdings plc ("PTSB Holdings") announces that Permanent TSB plc ("Permanent TSB" or the "Bank"), a wholly owned subsidiary, has entered into a non-binding Memorandum of Understanding (the "MOU") with NatWest Group Plc ("NatWest" or "NWG") and Ulster Bank Ireland DAC ("Ulster Bank" or "UB") regarding a potential acquisition involving certain elements of the Ulster Bank Retail and SME business in the Republic of Ireland (the "Potential Transaction").

MOU Perimeter

The MOU details the parties' intention to work together on the potential acquisition by Permanent TSB of circa €7.6 billion of assets from the following parts of the Ulster Bank business;

·          The performing non-tracker Mortgage book of Ulster Bank;

·          The performing Micro-SME/Business Direct ("Business Direct") loan book of Ulster Bank;

·          The Lombard Asset Finance loan business of Ulster Bank; 

·          25 branch locations in Ulster Bank's branch network

Employees

It is expected that circa 400 to 500 Ulster Bank employees, who are wholly or mainly assigned to the retail and SME perimeter that is being acquired, will transfer to Permanent TSB. The exact number of in scope employees that will have the right to transfer under the Transfer of Undertakings regulations will be agreed as part of the next stage of negotiations. 

Customers

Ulster Bank personal and business customers, whose loans are intended to transfer as part of this Potential Transaction, do not need to take any action now. Permanent TSB will also offer all Ulster Bank personal customers, an easy-to-use account opening process that will allow customers to apply for a Permanent TSB personal current account in less than 15 minutes. This app-based process will allow Ulster Bank current account customers to migrate to Permanent TSB's market-leading digital current account offering. Permanent TSB also welcomes all new deposit account customers who can contact the Permanent TSB team directly on our new customer line on 0818 837 408 / 01 212 4022 or open an account in one of the Bank's 76 branches nationwide.

In addition to the above perimeter, Ulster Bank's Business Direct customers will be offered the same overdraft facilities with Permanent TSB subject to these customers opening a Permanent TSB current account and meeting credit policy requirements.

Potential Transaction Structure

As part of the consideration for the perimeter transferring to Permanent TSB, NatWest will become a shareholder with up to 20% of the enlarged share capital of PTSB Holdings, together with PTSB Holdings paying NatWest an additional cash consideration. The transaction is expected to be accretive to RoTE and PTSB Holdings would maintain a long-term pro forma Management CET1 Ratio of >14%.

At this stage, and subject to regulatory engagement, PTSB Holdings does not envisage that it will require additional new equity capital to complete the Potential Transaction.

CEO Comment

Speaking today, Eamonn Crowley CEO of PTSB Holdings said "This Potential Transaction complements our growth strategy and will accelerate the delivery of Permanent TSB's ambition of becoming Ireland's best personal and small business bank. We see this as a once in a generation opportunity to fast-track the growth of an Irish bank with a strong community and customer service ethos that has evolved over its 200-year history. It also supports the investments we are making in the transformation of our in-branch and digital banking services.

As we grow the Bank, we are committed to building on our local community heritage, further building trust with customers and taking accountability for the critical role that banks play in wider society, particularly in the areas of Sustainability and Social Responsibility.

We are conscious that there is still significant work to be done to agree legally binding agreements later this year, but we are optimistic that we can work with all parties to create an enlarged Permanent TSB with an increased national footprint that will provide enhanced products and services to our present and future customers. We welcome all Ulster Bank customers to Permanent TSB, whether or not their loan is transferring as part of this potential transaction, and we look forward to supporting them with their banking needs.'

Strategic Rationale

This Potential Transaction would position Permanent TSB for significant future growth in the personal and SME banking business in the Irish market and support customers as the country exits the COVID-19 pandemic. It will also provide certainty and continuity to the mortgage and SME customers of Ulster Bank associated with this acquisition, along with the employees of Ulster Bank who are entitled to transfer to Permanent TSB under TUPE legislation.

Permanent TSB has significant growth ambitions in the SME sector and this transaction will provide a new market opportunity with the potential acquisition of Ulster Bank's Asset Finance loan business. Permanent TSB has also recently invested in new business banking capability and is continuing to grow its team to ensure that it can provide the right specialist support to SME's across the country.

Next Steps

The parties will work together over the next number of months with a view to entering into legally binding agreements in Quarter 4, 2021. Subject to legally binding agreements being put in place and subject to receiving all required regulatory approvals, it is envisaged that the transfer of the business will take place within the next 12 to 18 months. 

The Potential Transaction remains subject to customary due diligence, further negotiation and agreement of final terms and legally binding documentation, as well as obtaining appropriate internal and regulatory approvals. The potential transaction, if agreed, would constitute a Class 1 transaction for PTSB Holdings under the listing rules and therefore would be subject to the approval of PTSB Holdings' shareholders. Until an acquisition is finally concluded there can be no certainty that an acquisition will occur or on what terms.  Further announcements will be made in due course.

For Further Information Please Contact:

Nicola O Brien                                                               Leontia Fannin

Head of Investor Relations                                         Head of Corporate Affairs and Communications

Email: [email protected]                  Email: [email protected]

Phone: +353 87 148 2275                                           Phone: +353 87 973 3143

Locations of 25 branches

Note on Forward-Looking Information:

This announcement contains forward-looking statements, which are subject to risks and uncertainties because they relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Bank or the industry in which it operates, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements referred to in this paragraph speak only as at the date of this announcement. The Bank undertakes no obligation to release publicly any revision or updates to these forward-looking statements to reflect future events, circumstances, unanticipated events, new information or otherwise except as required by law or by any appropriate regulatory authority.